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3. Report on the Actual Amount of the Company’s 2015 Routine Related-Party Transactions Exceeding the Total Estimated Amount
| 3. Report on the Actual Amount of the Company’s 2015 Routine Related-Party Transactions Exceeding the Total Estimated Amount |
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Document No. 3 of the First Extraordinary General Meeting of Shareholders in 2016
Regarding the Actual Amount of the Company’s Routine Related-Party Transactions for the Year 2015
Report on Exceeding the Estimated Total Amount
Dear Shareholders:
At the 16th meeting of the 6th Board of Directors held on April 22, 2015, the Company reviewed and approved the “Report on the Company’s Routine Related-Party Transactions in 2014 and the Estimated Routine Related-Party Transactions for 2015,” which projects that the total amount of the Company’s routine related-party transactions for the full year 2015 will be approximately RMB 480 million, including approximately RMB 210 million for the procurement of complete-set ancillary products from related parties and approximately RMB 270 million for the sale of ancillary components to related parties. The aforementioned report was subsequently approved at the Company’s 2014 Annual General Meeting held on May 20, 2015.
According to preliminary statistics from the Company’s Financial Management Department, the actual amount of routine related-party transactions for the year 2015 was approximately RMB 655.53 million, of which approximately RMB 363.56 million was spent on the procurement of complete-set project supporting products from related parties, and approximately RMB 291.97 million was generated from the sale of supporting components to related parties.
In 2015, the actual amount of the Company’s routine related-party transactions exceeded the total projected amount by RMB 175.53 million, of which the actual amount of purchases from related parties of complete-set project supporting products exceeded the projected amount by RMB 153.56 million, and the actual amount of sales to related parties of supporting components exceeded the projected amount by RMB 21.97 million. The main reasons are as follows:
1. In light of the need to integrate internal resources and expand the heat exchanger business, the Company acquired a 30% equity interest in Dalian Sanyo High-Efficiency Refrigeration Systems Co., Ltd. (“Sanyo High-Efficiency”), thereby transforming Sanyo High-Efficiency from an associate company into a controlled subsidiary. Given that Sanyo High-Efficiency has long provided heat exchangers as supporting components for the Company’s associates, Panasonic Cold Chain and Panasonic Refrigeration, the heat exchanger supply transactions between Sanyo High-Efficiency and these two companies will now constitute routine related-party transactions following this equity acquisition.
2. The marketing model of the Company’s subsidiary, Dalian Bingshan Group Sales Co., Ltd., has shifted from selling products to selling solutions, providing customers with turnkey projects and end-to-end services, thereby leading to a corresponding increase in the amount of complete-set ancillary products purchased from related parties.
The company’s related-party transactions are essential to its normal production and operations, contribute positively to the company’s sound development, and will continue to be conducted going forward. All such transactions are formalized through the execution of commercial contracts, with pricing and settlement based on market prices, and there is no situation in which the interests of the company or its shareholders are harmed.
The above report is submitted for your review.
January 21, 2016
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